EXPLANATORY NOTES ANNUAL GENERAL MEETING 2015

Transcription

1 EXPLANATORY NOTES ANNUAL GENERAL MEETING 2015 TomTom NV De Ruijterkade AC Amsterdam Tel: +31 (0)

2 Explanatory notes to the agenda of the Annual General Meeting of TomTom N.V. (the Company ) to be held at Muziekgebouw aan t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands on Friday 24 April 2015 at CET. Agenda item 2 Report of the Management Board for the financial year 2014 Mr H.C.A. Goddijn, Chief Executive Officer, will present the view of the Management Board on the key developments of 2014 and the first quarter of Furthermore, the General Meeting is invited to discuss the annual report for the financial year Agenda item 3 Remuneration of the Management Board: discussion of the remuneration policy for the Management Board that was pursued for the financial year of 2014 In accordance with article 2:135 paragraph 1 of the Dutch Civil Code, the Company currently has a policy in place that governs the remuneration of the Management Board. For further explanation reference is made to the Remuneration Report on page 40 up to and including page 43 of the annual report 2014 which includes the statements made as described in article 2:383 c through 2:383 e Dutch Civil Code to the extent applicable. The General Meeting is invited to discuss the statements made as described in article 2:383 c through 2:383 e Dutch Civil Code and the accountability of the remuneration policy that was pursued for the financial year of Agenda item 4 Adoption of the annual accounts 2014 This agenda item concerns the proposal for the General Meeting to adopt the annual accounts for the financial year Agenda item 5 Dividend policy Pursuant to the Company s articles of association, any decision about the reservation of profits is at the discretion of the Management Board. When taking this decision, the Management Board takes into account various factors including business prospects, cash requirements, financial performance, new product development and plans for international expansion. The Management Board has decided not to change the Company's dividend policy, meaning that we have no current plans to distribute a dividend. The Company gives priority to increasing technology investments to strengthen its capabilities and competitive position and to pursuing acquisitions in its fleet management business (Telematics), whilst at the same time improving its balance sheet. The Company believes that allocating its cash resources to these priorities, serves the shareholders' interests better in the longer term. The General Meeting is invited to discuss this policy of the Company. Agenda item 6 Release from liability of the members of the Management Board This agenda item concerns the proposal for the General Meeting to release the members of the Management Board in office during the 2014 financial year from liability towards the Company for their management insofar as such management is apparent from the annual accounts and annual report for the financial year 2014 and/or on the basis of the information that is provided to the General Meeting. Agenda item 7 Release from liability of the members of the Supervisory Board This agenda item concerns the proposal for the General Meeting to release the members of the Supervisory Board in office during the 2014 financial year from liability towards the Company for their supervision insofar as such supervision is apparent from the annual accounts and annual report for the financial year 2014 and/or on the basis of the information that is provided to the General Meeting. ANNUAL GENERAL MEETING OF TOMTOM N.V APRIL 2015 / 1

3 Agenda item 8 Extension of the authority of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares: (i) up to ten per cent (10%) for general purposes; and (ii) for an additional ten per cent (10%) in connection with or on the occasion of mergers and acquisitions This agenda item consists of the following two voting items: (i) proposal to extend the authority of the Management Board until 24 October 2016, as the body authorised, subject to the prior approval of the Supervisory Board, to issue ordinary shares or to grant rights to subscribe for ordinary shares up to ten per cent (10%) of the number of issued ordinary shares at the time of issue, which ten per cent (10%) can be used for general purposes, including but not limited to the financing of mergers and acquisitions. (ii) proposal to extend the authority of the Management Board until 24 October 2016, as the body authorised, subject to the prior approval of the Supervisory Board, to issue ordinary shares or to grant rights to subscribe for ordinary shares for an additional ten per cent (10%) of the number of issued ordinary shares at the time of issue, which additional ten per cent (10%) can only be used in connection with or on the occasion of mergers and acquisitions. The current authority of the Management Board to issue ordinary shares and to grant rights to subscribe for such shares expires this year on 1 November The Management Board considers that it is in the Company s best interest to be able to react in a timely manner when certain opportunities arise that need the issuance of ordinary shares. Therefore, the Management Board wishes to be authorised to issue ordinary shares and to grant rights to subscribe for such shares when such occasions occur, without the need to obtain prior approval from its shareholders at an Extraordinary General Meeting which would take valuable time to convene and may create disruptive market speculation. Therefore, under agenda item 8 (i) and 8 (ii) it is proposed to extend the limited authority of the Management Board to issue ordinary shares and to grant rights to subscribe for such shares until 24 October This authorisation is a separate authorisation from the authorisation requested under agenda item 11. Agenda item 9 Extension of the authority of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 8 (i) and 8 (ii) This agenda item consists of the following two voting items: (i) proposal to extend the authority of the Management Board until 24 October 2016, as the body authorised, subject to the prior approval of the Supervisory Board, to resolve to exclude or restrict the pre-emptive rights of shareholders in relation to ordinary shares, which shares can be issued or which rights can be granted pursuant to the authority as mentioned under 8 (i) above; (ii) proposal to extend the authority of the Management Board until 24 October 2016, as the body authorised, subject to the prior approval of the Supervisory Board, to resolve to exclude or restrict the pre-emptive rights of shareholders in relation to ordinary shares, which shares can be issued or which rights can be granted pursuant to the authority as mentioned under 8 (ii) above. In order for the Management Board to effectively use the authorisation proposed under agenda item 8 (i) and 8 (ii) above, the statutory pre-emptive rights every holder of ordinary shares has upon the issue of ordinary shares, should be excluded or restricted. ANNUAL GENERAL MEETING OF TOMTOM N.V APRIL 2015 / 2

4 Agenda item 10 Extension of the authority of the Management Board to have the Company acquire its own shares In accordance with article 7 of the Company s articles of association, subject to certain conditions, the Company may acquire paid-up shares in the capital of the Company for consideration, subject to authorisation of the General Meeting. The current authorisation expires on 1 November Therefore it is proposed to the General Meeting to extend the authorisation of the Management Board to acquire shares in the capital of the Company on the stock exchange up to ten per cent (10%) of the issued share capital and for a price of approximately the stock exchange price with a margin of ten per cent (10%) of the stock exchange price. Stock exchange price means: the average of the closing price of the TomTom share according to the Official Price List of NYSE Euronext Amsterdam on the five consecutive trading days immediately preceding the date of purchase. The extension is requested for a period of 18 months, until 24 October Agenda item 11 Extension of the authority of the Management Board to grant rights to subscribe for ordinary shares under the TomTom NV Employee Stock Option Plan and the TomTom NV Management Board Stock Option Plan and to the extent required to exclude pre-emptive rights It is proposed to extend the authority of the Management Board to grant, subject to the prior approval of the Supervisory Board, rights to subscribe for up to 2,300,000 ordinary shares for the purpose of executing the TomTom NV Employee Stock Option Plan and the TomTom NV Management Board Stock Option Plan (both as amended from time to time), for a period starting from the Annual General Meeting to be held on 24 April 2015 and continuing up until the Annual General Meeting to be held in 2016, and to the extent required, to exclude pre-emptive rights pertaining to the rights to subscribe for ordinary shares. The total number of ordinary shares or rights to subscribe for ordinary shares to be awarded to eligible employees and to members of the Management Board under the both abovementioned stock option plans is 2,300,000. This authorisation is a separate authorisation from the authorisation requested under agenda item 8 (i) and 8 (ii). Agenda item 12 Composition of the Supervisory Board: re-appointment of Mr Dunn as member of the Supervisory Board of the Company As set forth in the current rotation plan, Mr Dunn's term will end this year which leads to a vacancy in the Supervisory Board. Mr Dunn served for ten years at the Supervisory Board and is available for re-appointment for two years. With due observance of the Company s articles of association the Management Board invited the Supervisory Board to make a binding nomination for the fulfilment of this vacancy. By unanimous resolution, the Supervisory Board made a binding nomination, whereby Mr Dunn is proposed for re-appointment for a term of another two years. After this period Mr Dunn will have served twelve years, the maximum term according to the Company's acticles of association and best practice provision III.3.5 of the Corporate Governance Code. The Supervisory Board hereby proposes to the General Meeting to re-appoint Mr Dunn as member of the Supervisory Board as per 24 April 2015 for a period of two years. This two year period ends after the first General Meeting to be held in Information concerning Mr Dunn can be found in appendix A of the explanatory notes. ANNUAL GENERAL MEETING OF TOMTOM N.V APRIL 2015 / 3

5 Agenda item 13 Appointment of Ernst & Young Accountants LLP as external auditor of the Company This proposal concerns the mandate to be provided to a new external audit firm to review the annual financial statements and the annual report of the Company. Pursuant to the mandatory audit rotation requirement under the Dutch Audit Profession Act the Company approached several audit firms to tender for the audit. After due consideration by the Management Board, the Audit Committee and the Supervisory Board it is proposed by the Supervisory Board to appoint Ernst & Young Accountants LLP as new external auditor for a term of three years. The General Meeting is requested to appoint Ernst & Young Accountants LLP as the external auditor for the annual financial statements and the annual report of the Company for the financial years 2015, 2016 and ANNUAL GENERAL MEETING OF TOMTOM N.V APRIL 2015 / 4

6 Appendix A Agenda item 12: re-appointment of Mr Dunn Information within the meaning of artice 2:142 paragraph 3 Dutch Civil Code Mr Dunn complies with the statutory regime limiting the number of supervisory board positions that may be held by supervisory board members under the Act on Management and Supervision of Management as well as independence criteria of best practice provision III. 2.2 of the Dutch Corporate Governance Code and the Supervisory Board Profile. Date of birth 5 May 1944 Current positions Non-Executive Director of Soitec SA and GlobalFoundries and vice chairman of the supervisory board of BE Semiconductor Industries NV Former positions Chief Executive Officer and President of ASML Holding NV Shareholding in TomTom N.V. Shares: none Nationality British Reason The Supervisory Board aims for a diverse composition and shall strive for a fair balance between experience, expertise, gender, age and background always taking into account the Supervisory Board Profile. In 2014 the Supervisory Board performed a self-assessment of its performance and constitution. With input from the Management Board, it reviewed and discussed its own functioning, as well as that of its members and its committees. Based on these assessments and taking into account Mr Dunn's extensive managerial experience in technology companies, his industry knowlegde and his oustanding performance as Deputy Chairman of the Supervisory Board since 2005, the Supervisory Board believes that Mr Dunn's contribution continues to be of great value to the Company and accordingly proposes to re-appoint Mr Dunn. ANNUAL GENERAL MEETING OF TOMTOM N.V APRIL 2015 / 5